SEC Form 4 · accession 0001209191-19-002798

Restaurant Brands International Inc. · QSR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jacqueline Friesner

Officer — See Remarks

Period of report

Jan 4, 2019

Accepted (ET)

Jan 8, 2019 · 4:38 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001618756

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares	holding	—	—		—	98,447	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Dividend Equivalent Rights^F4,F5	—	Jan 4, 2019	A	78	A	—	—	Common Shares	78	521	D
Dividend Equivalent Rights^F4,F7	—	Jan 4, 2019	A	43	A	—	—	Common Shares	43	217	D
Dividend Equivalent Rights^F4,F9	—	Jan 4, 2019	A	31	A	—	—	Common Shares	31	112	D
Exchangeable units^F1	—	holding	—	—	—	—	—	Common Shares	9,098	9,098	D
Option (right to buy)	$27.28	holding	—	—	—	Dec 31, 2018	Mar 6, 2024	Common Shares	6,392	6,392	D
Option (right to buy)	$27.28	holding	—	—	—	Mar 7, 2019	Mar 6, 2024	Common Shares	20,000	20,000	D
Option (right to buy)	$42.26	holding	—	—	—	Dec 31, 2019	Mar 5, 2025	Common Shares	6,005	6,005	D
Option (right to buy)	$42.26	holding	—	—	—	Mar 6, 2020	Mar 5, 2025	Common Shares	40,000	40,000	D
Restricted Share Units^F2,F3	—	holding	—	—	—	—	—	Common Shares	8,630	8,630	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 25, 2026	Common Shares	50,000	50,000	D
Restricted Share Units^F2,F6	—	holding	—	—	—	—	—	Common Shares	4,800	4,800	D
Option (right to buy)	$55.55	holding	—	—	—	Feb 24, 2022	Feb 23, 2027	Common Shares	20,000	20,000	D
Restricted Share Units^F2,F8	—	holding	—	—	—	—	—	Common Shares	3,492	3,492	D

Explanation of responses

F1Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
F2Each restricted share unit represents a contingent right to receive one common share.
F3These restricted share units vest on December 31, 2020.
F4Each whole dividend equivalent right represents a contingent right to receive one common share.
F5These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
F6These restricted share units vest on December 31, 2021.
F7These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
F8These restricted share units vest on December 31, 2022.
F9These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.

Remarks

VP, Controller and Principal Accounting Officer